NEW YORK and BOSTON, June 11 /PRNewswire/ -- The New York Times Company (AMEX: NYT.A) and Affiliated Publications, Inc. (NYSE: AFP), parent company of The Boston Globe, today announced that they have signed a definitive agreement providing for the merger of Affiliated with a subsidiary of the Times Company. Under the terms of the agreement, The Boston Globe will retain its management and full editorial autonomy.
The merger agreement provides for all of Affiliated's stockholders to receive consideration valued at $15.00 per share under current market conditions. All holders of Affiliated's common stock will be entitled to receive consideration in the form of shares of Times Company Class A common stock ("Times Stock"). Holders of Affiliated Series A common stock will also have the option to elect to receive cash, on a pro rata basis, in exchange for as much as 15 percent of the total number of shares of Affiliated's common stock. It is intended that the receipt of stock by Affiliated stockholders will be tax-free. Any cash received will be taxable.
A price of $15.00 per share represents a premium of approximately 21 percent over the market price of Affiliated's stock on May 28, the last trading day prior to published reports of a rumored Times Company/Affiliated combination. The transaction has an aggregate value of about $1.1 billion.
The exact fraction of a share of Times Stock to be exchanged for each Affiliated share will be determined by dividing $15.00 by the average closing price of Times Stock during the 10 trading days ending on the second trading day prior to the closing of the merger. In no event, however, will Affiliated stockholders receive in the merger more than 0.6000 of a share of Times Stock or less than 0.5042 of a share of Times Stock for each Affiliated share exchanged.
Assuming that the 10-trading-day average closing price of Times Stock to be used for purposes of calculating the merger exchange ratio were $28.425 per share (the average closing price for the 10-day period ended June 9, 1993) and that the maximum number of Affiliated Series A shares were exchanged for cash, approximately 34 million shares of Times Stock would be issued in the merger.
Arthur Ochs Sulzberger, chairman and chief executive officer of The New York Times Company, said, "The combination of the Times Company and Affiliated is a once in a lifetime opportunity to form an alliance of two great companies -- one that owns The New York Times and one that owns The Boston Globe. This alliance is an outstanding strategic fit."
He continued, "Prestigious properties like The Boston Globe are rarely available and an opportunity such as this is unique. This combination is consistent with our company's strategy of building and delivering increased value for our shareholders by investing in profitable businesses of the type we know best. We believe that this merger will guarantee the continued strength and independence of two newspapers whose illustrious traditions have provided their markets with powerful and distinct media voices throughout the last century."
"This alliance offers a unique opportunity for both the Times Company and Affiliated in a rapidly changing advertising environment where success depends on bold and creative new approaches. It provides the opportunity for a new and exciting way of selling national and retail advertising to clients targeting the entire Northeast market -- an opportunity that could not be duplicated by any combination of newspapers or other media. The national appeal of The New York Times and the strength of some of its specialty sections such as fashion, entertainment, travel and business make joint advertising-sales ventures a strong possibility for the future," Mr. Sulzberger concluded.
William O. Taylor, chairman and chief executive officer of Affiliated Publications, Inc., said, "We have chosen to combine with the Times Company because we believe this merger brings our shareholders a fair and attractive price and also provides a strong strategic and cultural fit that benefits our employees, community and other constituencies. We are delighted to have found a strategic partner that will preserve and enhance the proud, 121-year tradition of the Globe and ensure its continued vitality and prosperity for generations to come.
"The Globe has always been characterized by a strong commitment to editorial excellence and there will be no editorial policy changes at the Globe resulting from this alliance," Mr. Taylor added. "Under the agreement, the Globe maintains full editorial autonomy and management responsibility for day-to-day operations. There will be no layoffs or changes in employee benefits as a result of this transaction. In addition, having been firmly rooted in the Boston area for over a century, we are dedicated to serving our region and will continue to play a major philanthropic role in our community through The Boston Globe Foundation."
The boards of directors of Affiliated and the Times Company have independently determined that the merger is fair to -- and in the best interests of -- their stockholders, and both boards will recommend the merger at their respective stockholder meetings to be called to consider the merger. It is anticipated that the merger will be consummated by early fall 1993.
Certain stockholders of Affiliated who are part of the founding Taylor and Jordan families (or trusts for their benefit) and who hold in the aggregate approximately 58 percent of the outstanding Affiliated Series B common stock and about 6 percent of the outstanding Affiliated Series A common stock, have agreed -- through June 30, 1994 -- to vote their shares in favor of the merger and to support the merger by, among other things, voting against any alternative transaction.
In conjunction with the execution of the merger agreement, Affiliated has granted to the Times Company an option to purchase approximately 14.1 million newly issued shares of Affiliated Series A common stock at $15.00 per share. This represents about 19.9 percent of the currently outstanding shares of Affiliated common stock. The option is exercisable under specific circumstances primarily relating to the presence of competing transactions. The merger agreement also provides for the reimbursement of the Times Company expenses under certain circumstances.
The merger is subject to customary conditions, including filing and clearance of a registration statement covering the Times Stock, approval of the stockholders of both Affiliated and the Times Company, expiration of antitrust regulatory waiting periods and the continued receipt of tax opinions relating to the tax-free nature of the transaction.
Under certain circumstances, Affiliated or the Times Company may be entitled to terminate the merger agreement. Among other reasons, if the average price of Times Stock during a specified period is less than $22.00 per share (as may be adjusted downward by reference to an index of newspaper industry stocks), then Affiliated may terminate the merger; if the average price of Times Stock during a specified period is greater than $35.00 per share (as may be adjusted upward by reference to an index of newspaper industry stocks), then the Times Company may terminate the merger.
The transaction is being accounted for as a purchase, with resulting intangible assets of approximately $1.0 billion. A Times spokesperson stated, "From a financial standpoint, we believe that the somewhat dilutive effect of the transaction on pro forma 1992 earnings per share is outweighed by the transaction's long-term strategic importance to The New York Times Company and its shareholders."
Under the agreement, three Affiliated directors -- William O. Taylor, Robert A. Lawrence, a partner at Saltonstall & Company, and John P. Giuggio, Affiliated's former president -- will join the Times Company's board.
J.P. Morgan Securities Inc. is financial advisor to Affiliated Publications, Inc. and has advised Affiliated's board of directors that the consideration to be received in the merger by Affiliated stockholders is fair to the holders of Affiliated Series A common stock and to the holders of Affiliated Series B common stock from a financial point of view.
James D. Wolfensohn Incorporated is financial advisor to The New York Times Company and has advised the Times Company's board of directors that the consideration to be paid to the stockholders of Affiliated Publications, Inc. by The New York Times Company is fair to The New York Times Company and to the holders of its Class A common stock and Class B common stock from a financial point of view.
Bingham, Dana & Gould and Cravath, Swaine & Moore acted as outside legal counsel to Affiliated and Simpson Thacher & Bartlett acted as outside legal counsel to the Times Company.
Affiliated Publications, Inc. is the parent company of Globe Newspaper Company, publisher of New England's two largest newspapers, The Boston Globe and the Boston Sunday Globe. Affiliated also owns 33 percent of BPI Communications, a specialty publishing and information company that owns 19 magazines, including Billboard, The Hollywood Reporter and Adweek. Affiliated's revenues for 1992 were $414.0 million. Excluding special charges and the net cumulative effect of accounting changes, net income for 1992 was $30.1 million and earnings per share were $.43.
The New York Times Company is a communications company with $1.8 billion in revenues in four lines of business: newspapers, magazines, broadcasting/information services and forest products. Excluding special charges and gains and the net cumulative effect of accounting changes, 1992 net income was $51.5 million and earnings per share were $.66. In addition to The New York Times, the Times Company operates 31 regional newspapers; a wholesale newspaper distribution business; Sports/Leisure and Women's magazines; five television and two radio stations; and various news and information services. The Times Company also owns a one-half interest in the International Herald Tribune; and has equity interests in two newsprint mills and a supercalendered mill. The New York Times Company has two classes of stock, and holders of The New York Times Company Class A common stock have limited voting rights. There are currently approximately 79.8 million shares of The New York Times Company common stock outstanding.
The offering of The New York Times Company Class A common stock to be issued in connection with the merger will be made only by means of a prospectus.
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/CONTACT: Nancy Nielsen, 212-556-7078 or (investors) David Gorham, 212-556-1708, or Frank Gatti, 212-556-5923, both of the New York Times Company; or Richard Gulla of Globe Newspaper Company, 617-929-3288; or (investors) William Huff of Affiliated Publications, Inc., 617-929-2663; or Joele Frank or Andrea Priest of Ogilvy Adams & Rinehart, 212-880-5200, for The New York Times Company/
(NYT AFP)